Stockholders' Equity |
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Jun. 30, 2025 | |||||||||||||||||||
Stockholders' Equity | |||||||||||||||||||
Stockholders' Equity | (9) Stockholders’ Equity As of June 30, 2025, the Company has reserved the following shares of Common Stock for issuance upon the conversion, exercise or vesting of the underlying instruments:
At-the-Market Offerings May 2025 Sales Agreement with Jefferies, LLC On May 29, 2025, the Company entered into an Open Market Sale AgreementSM (the “Sales Agreement”) with Jefferies, LLC (the “Agent”) with respect to an At-the-Market offering program, pursuant to which the Company sold, from time to time at its sole discretion, shares of its Common Stock having an aggregate offering price of $350 million (the “ATM Offering”). The shares offered and sold in the ATM Offering were issued and sold pursuant to the Company’s automatic shelf registration statement on Form S-3 and the related prospectus supplement, which the Company filed with the SEC on May 29, 2025. The Company paid the Agent a commission of up to 3% of the gross proceeds of the shares sold under the Sales Agreement, and the Company agreed to provide the Agent with customary indemnification rights. The Sales Agreement contains customary representations and warranties and conditions to the sale of the shares pursuant thereto. During the three months ended June 30, 2025, the Company raised gross proceeds of $350 million from the sale of 30,309,780 shares of its Common Stock pursuant to the Sales Agreement, at a weighted average price of $11.55 per share, which represented the full amount of shares available for sale under the Sales Agreement. The net proceeds from the Sales Agreement during the three months ended June 30, 2025 were $346.7 million, after deducting Agent commissions totaling $3.3 million. As of June 30, 2025, there were no remaining shares available for sale pursuant to the Sales Agreement. March 2024 Sales Agreement with B. Riley Securities, Inc. and Needham & Company, LLC On March 15, 2024, the Company entered into an At-the-Market Sales Agreement (the “Prior ATM Agreement”) with B. Riley Securities, Inc. and Needham & Company, LLC pursuant to which the Company sold, from time to time at its sole discretion, shares of its Common Stock having an aggregate offering price of $100 million. During the three months ended June 30, 2024, the Company raised gross proceeds of $16.2 million from the sale of 12,777,393 shares of its Common Stock pursuant to the Prior ATM Agreement, at a weighted average price of $1.27 per share. During the six months ended June 30, 2024, the Company raised gross proceeds of $27.5 million from the sale of 19,423,375 shares of its Common Stock pursuant to the Prior ATM Agreement, at a weighted average price of $1.42 per share. The net proceeds from the Prior ATM offering during the three and six months ended June 30, 2024 were $15.8 million and $26.8 million, respectively, after deducting sales agent commissions of $0.4 million and $0.7 million, respectively. As of June 30, 2025, there were no remaining shares available for sale under the Prior ATM Agreement. Common Stock Purchase Agreement The Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with B. Riley Principal Capital II, LLC (“B. Riley”) on August 11, 2022 pursuant to which the Company was able to issue and sell to B. Riley the lesser of i) $75.0 million in aggregate gross purchase price of newly issued shares of the Company’s Common Stock or ii) an amount not to exceed 23,648,889 shares of Common Stock (such number of shares equal to approximately 19.99% of the aggregate number of shares of Common Stock issued and outstanding immediately prior to the execution of the agreement and inclusive of 171,008 shares of Common Stock issued to B. Riley on August 11, 2022 as consideration for entering into the Purchase Agreement). In consideration of the parties entering into the foregoing agreement, the parties also entered into a Registration Rights Agreement on August 11, 2022, pursuant to which the Company provided B. Riley with registration rights with respect to such Common Stock and pursuant to which the Company filed a registration statement covering the resale of such Common Stock. During the three months ended June 30, 2024, the Company did not sell any Common Stock under the Purchase Agreement. During the six months ended June 30, 2024, the Company received net proceeds of $12.8 million from the issuance and sale of 10,056,799 shares of Common Stock to B. Riley under the Purchase Agreement. As of June 30, 2025, there were no remaining shares available for sale under the Purchase Agreement; as a result, the Purchase Agreement has terminated. |